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Three AGM Resolutions Every Co-op Needs for their Annual General Meeting

AGM resolutions

Each year, a co-op’s board must hold an Annual General Meeting (AGM) of the co-op’s members. At each annual meeting, a co-op needs to complete three things, three AGM resolutions, to fulfill its legal obligations:

  • Present an annual report to the members;
  • Appoint an auditor (or dispense with an audit); and
  • Hold an election for new board members.

For each of these decisions, those in attendance need to vote on a formal resolution, which should then be recorded in the meeting’s minutes. Below, we provide some examples you can use as a guide for resolutions for your AGM. Wherever you see a set of brackets, fill in your own information.

Also, check out our other tools on annual meetings and AGM resolutions for more information.

Annual report

An annual report is a document about the co-op’s operations during the previous fiscal year. This needs to include an outline of the co-op’s financial position, but usually also includes reports from management, the board, and committees. Members must approve a resolution to accept the report.  This resolution can be very simple, for example: 

“Be it resolved that the annual report of [THE CO-OP] be accepted as presented.”

Appoint an Auditor

An auditor is a formal office that’s held by an independent company or individual – usually an accountant. Not all co-ops need an audit as an AGM resolution. In many cases, smaller co-ops can ‘dispense’ with an audit (i.e. they don’t have to appoint an auditor). Check out this resource to see if your co-op needs an audit or not. If you like, you can add a ‘preamble’ (the ‘whereas’ bit) that indicates the section of your legislation where you find this rule. This part is optional. 

Option A – To appoint an auditor:

“Whereas, in accordance with [s. 132 of the Act], [THE CO-OP] is required to undergo an annual audit,

Be it resolved that [AUDITOR] of [PLACE] be appointed to the office of auditor for the 2020 fiscal year.”

Option B – To dispense with an audit:

Please note that a resolution to dispense with an audit is a ‘special resolution’, which means it needs a two-thirds majority of votes to be approved. 

“Whereas, in accordance with [s. 133(1) of the Act], [THE CO-OP] is not required to appoint an auditor

Be it resolved that [THE CO-OP] dispense with an audit for the 2020 fiscal year.” 

Election

Most co-ops have staggered elections, which means only a portion of their board will be up for re-election each year. If there are more nominees than open board seats, the co-op will have an election. If there are fewer nominees than seats up for grabs, then all nominees will be elected by acclamation. Once it’s determined who will be elected, there should be a resolution to confirm the results:

“Be it resolved that [NAME], [NAME], and [NAME] be appointed to the board of directors.”

Enjoy this tool on AGM resolutions? Then you’ll enjoy our tool on sample resolutions.

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